TABLE OF CONTENTS



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|          |                                                                                                                                     |  |  | Page
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|PART I.   |                                                                                                                                     |  |  |     
|          | Item       1.     Description of Business                                                                                           |  |  | 3    | 
|          | Item       2.     Description of Property                                                                                           |  |  | 8    | 
|          | Item       3.     Legal Proceedings                                                                                                 |  |  | 15   | 
|          | Item       4.     Submission of Matters to a Vote of Security Holders                                                               |  |  | 15   | 
|PART II.  |                                                                                                                                     |  |  |     
|          | Item       5.     Market for Common Equity and Related Stockholder Matters                                                          |  |  | 16   | 
|          | Item       6.     Managements's Discussion and Analysis or Plan of Operation                                                        |  |  | 18   | 
|          | Item       7.     Financial Statements                                                                                              |  |  | 22   | 
|          | Item       8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                              |  |  | 23   | 
|          | Item     8A.     Controls and Procedures                                                                                            |  |  | 23   | 
|          |                                                                                                                                     |  |  |      | 
|PART III. |                                                                                                                                     |  |  |     
|          | Item       9.     Directors and Executive Officer, Promoters and Control Persons; compliance with Section 16(a) of the Exchange Act |  |  | 23   | 
|          | Item     10.     Executive Compensation                                                                                             |  |  | 25   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                                                     |  |  | 25   | 
|          | Item     12.     Certain Relationships and Related Transactions                                                                     |  |  | 26   | 
|          | Item     13.     Exhibits, List and Reports on Form 8-K                                                                             |  |  | 27   | 
|          | Item     14.     Principal Accountant Fees and Services                                                                             |  |  | 28   | 
|          | Signatures                                                                                                                          |  |  | 29   | 
|          | Index to Exhibits                                                                                                                   |  |  | 30   | 
|          |                                                                                                                                     |  |  |     



FINANCIAL STATEMENTS



INDEX

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|----------------------------------------------- | 
|                                                | 
|                                                | 
|Report of Independent Auditor's Report          | 
|                                                | 
|Consolidated Balance Sheets                     | 
|                                                | 
|Consolidated Statements of Operations           | 
|                                                | 
|Consolidated Statements of Stockholders'Deficit | 
|                                                | 
|Consolidated Statements of Cash Flows           | 
|                                                | 
|Notes to Consolidated Financial Statements      | 
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|                                                | 

### INDEX TO EXHIBITS

|Exhibit No.  | Page No.               | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------ | ---------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)      | *                      | Articles of  Incorporation  of DFRC (note that these were  amended by the  Articles of
                              Merger  constituting  Exhibit 2 to the December  31, 1993 Form  10-KSB)  (Incorporated
                               herein by  reference  from  Exhibit  No. 3(i) to DFRC's Form 10-KSB for the year ended
                               December 31, 1993.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3(i)(b)      | *                      | Amendment to  Certificate of  Incorporation  dated February 16, 2000 to change name of
                               DFRC from Vaxcel, Inc. to Chattown.com Networks,  Inc. (Incorporated by reference from
                               Exhibit 3(i)(b) of DFRC's Form 10QSB for the six months ended June 30, 2002)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3(i)(c)      | *                      | Amendment to  Certificate of  Incorporation  dated December 19, 2000 to change name of
                               DFRC from Chattown.com  Networks,  Inc. to eLocity Networks Corporation  (Incorporated
                               herein by reference from Exhibit 3(iii) of DFRC's Form 10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3(i)(d)      | *                      | Amendment to  Certificate of  Incorporation  dated December 23, 2002 to change name of
                               DFRC from eLocity Networks Corporation to Diversified  Financial Resources Corporation
                               (Incorporated herein by reference from Schedule 14(c) filed August 8, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3(ii)        | *                      | Bylaws of DFRC,  as amended  (Incorporated  herein by reference  from Exhibit 3(ii) of
                               DFRC's Form 10 KSB for the year ended December 31, 1995).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10(i)        | *                      | Stock Option  Agreement,  dated February 8, 2004 by the Company and A. Franklin Adams,
                               granting an option to purchase  6,000,000  shares of common  stock,  par value  $0.001
                               with  an  option  price  set at 85% of the  market  price  on the  date  of  exercise.
                               (Incorporated  herein by  reference  from the 10-QSB for the  quarter  ended March 31,
                               2004.)                                                                                                                                                                                                                                                                                                                                                                              
|10(ii)       | *                      | Stock Option  Agreement,  dated February 8, 2004 by the Company and Sandra  Jorgensen,
                               granting an option to purchase  4,000,000  shares of common  stock,  par value  $0.001
                               with  an  option  price  set at 85% of the  market  price  on the  date  of  exercise.
                               (Incorporated  herein by  reference  from the 10-QSB for the  quarter  ended March 31,
                               2004.)                                                                                                                                                                                                                                                                                                                                                                              
|10(iii)      | *                      | Stock  Option  Agreement,  dated  February  8, 2004 by the  Company  and Ernie  Burch,
                               granting an option to purchase  6,000,000  shares of common  stock,  par value  $0.001
                               with  an  option  price  set at 85% of the  market  price  on the  date  of  exercise.
                               (Incorporated  herein by  reference  from the 10-QSB for the  quarter  ended March 31,
                               2004.)                                                                                                                                                                                                                                                                                                                                                                              
|10(iv)       | *                      | Stock  Option  Agreement,  dated  February  25, 2004 by the Company and June  Thomson,
                               granting an option to purchase  6,000,000  shares of common  stock,  par value  $0.001
                               with  an  option  price  set at 85% of the  market  price  on the  date  of  exercise.
                               (Incorporated  herein by  reference  from the 10-QSB for the  quarter  ended March 31,
                               2004.)                                                                                                                                                                                                                                                                                                                                                                              
|10(v)        | *                      | Stock  Option  Agreement,  dated  February  25,  2004 by the  Company  and  George  B.
                          Phillips,  granting an option to purchase  6,000,000 shares of common stock, par value
                               $0.001 with an option  price set at 85% of the market  price on the date of  exercise.
                               (Incorporated  herein by  reference  from the 10-QSB for the  quarter  ended March 31,
                               2004.                                                                                                                                                                                                                                                                                                                                                                                    
|10(vi)       | *                      | Stock Option  Agreement,  dated  February 25, 2004 by the Company and Steve  Nickolas,
                               granting an option to purchase  6,000,000  shares of common  stock,  par value  $0.001
                               with  an  option  price  set at 85% of the  market  price  on the  date  of  exercise.
                               (Incorporated  herein by  reference  from the 10-QSB for the  quarter  ended March 31,
                               2004.)                                                                                                                                                                                                                                                                                                                                                                              
|10(vii)      | *                      | Employment Agreement,  dated March 1, 2004, between the Company and George B. Phillips
                               for a term of two years, to search out and formulate  potential  mining  opportunities
                               in the country of Mexico.  (Incorporated  herein by reference  from the 10-QSB for the
                               quarter ended March 31, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10(viii)     | *                      | Employment  Agreement,  dated March 1, 2004,  between the Company and Sandra Jorgensen
                       for a  term  of two  years,  to  provide  administrative  services  for  the  company.
                               (Incorporated  herein by  reference  from the 10-QSB for the  quarter  ended March 31,
                               2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10(ix)       | *                      | Stock  Option  Agreement,  dated March 15,  2004 by the Company and Sandra  Jorgensen,
                               granting an option to purchase  10,000,000  shares of common  stock,  par value $0.001
                               with  an  option  price  set at 85% of the  market  price  on the  date  of  exercise.
                               (Incorporated  herein by  reference  from the 10-QSB for the  quarter  ended March 31,
                               2004.)                                                                                                                                                                                                                                                                                                                                                                              
|10(x)        | *                      | Employment Agreement,  dated March 20, 2004 between the Company and Ramiro Trevizo for
                               a term of two years, to provide  development of potential mining  opportunities in the
                               country of Mexico.  (Incorporated  herein by reference from the 10-QSB for the quarter
                               ended March 31, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10(xi)       | *                      | Stock  Option  Agreement,  dated March 23,  2004 by the  Company  and Ramiro  Trevizo,
                               granting an option to purchase  10,000,000  shares of common  stock,  par value $0.001
                               with  an  option  price  set at 85% of the  market  price  on the  date  of  exercise.
                               (Incorporated  herein by  reference  from the 10-QSB for the  quarter  ended March 31,
                               2004.)                                                                                                                                                                                                                                                                                                                                                                              
|10(xii)      | *                      | Stock  Option  Agreement,  dated March 23,  2004 by the  Company  and Rebecca  Miller,
                        granting an option to purchase  10,000,000  shares of common  stock,  par value $0.001
                               with  an  option  price  set at 85% of the  market  price  on the  date  of  exercise.
                               (Incorporated  herein by  reference  from the 10-QSB for the  quarter  ended March 31,
                               2004.                                                                                                                                                                                                                                                                                                                                                                                      
|10(xiii)     | *                      | Employment  Agreement,  dated  March 23, 2004  between  the  Company and Rebecca  Anne
                               Miller,  for a term of two years,  to assist the Company in its  evaluation  of mining
                               opportunities  within the country of Mexico.  (Incorporated  herein by reference  from
                               the 10-QSB for the quarter ended March 31, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10(xiv)      | *                      | Employment  Agreement,  dated March 24, 2004  between the Company and Steve  Nickolas,
                               for a  term  of  two  years,  to  provide  services  to  the  Company  related  to the
                               development  and  establish  of a water  bottling  operation,  related to the proposed
                               acquisition  of Impact  Beverages.  (Incorporated  herein by reference from the 10-QSB
                               for the quarter ended March 31, 2004.)                                                                                                                                                                                                                                                                                                                                              
|10(xv)       | *                      | Employment  Agreement,  dated  March 26, 2004  between  the  Company and June  Thomson
                        Sparks,  for a term of two years, to provide  marketing and public relations  services
                               related to the  development  of a water  bottling  operation,  related to the proposed
                               acquisition  of Impact  Beverages.  (Incorporated  herein by reference from the 10-QSB
                               for the quarter ended March 31, 2004.)                                                                                                                                                                                                                                                                                                                                                     
|10(xvi)      | *                      | Employment  Agreement,  dated April 1, 2004 between the Company and Ernie Burch, for a
                              term of two years,  to serve as property  manager,  leasing agent and project  manager
                               for real  estate  held by the  Company.  (Incorporated  herein by  reference  from the
                               10-QSB for the quarter ended March 31, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10(xvii)     | *                      | Agreement  effective as of December 20, 2004 the Company  contracted  with  Equitilink
                               LLC for a term of four  months to  provide  the  Company  with  public  relations  and
                               communications services, including the development,  implementation and maintenance of
                               an ongoing program to increase the investment  community's  awareness of the Company's
                               activities and to stimulate the  investment  community's  interest in the Company.  In
                               exchange for these services the Company issued  50,000,000 shares of restricted common
                               stock to  Equitilink  LLC.  (Incorporated  herein by  reference  from the 8-K filed on
                               December 22, 2004.
|99(i)        | *                      | April 2, 2004,  Stock Option  Agreement with A Franklin  Adams,  granting an option to
                               purchase  8,000,000  shares of common stock,  no par value with an option price set at
                               85% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(ii)       | *                      | April 2,  2004,  Stock  Option  Agreement  with  Ernie  Burch,  granting  an option to
     purchase  8,000,000  shares of common stock,  no par value with an option price set at
                               85% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|99(iii)      | *                      | April 15, 2004,  Stock Option  Agreement  with Steve  Nickolas,  granting an option to
    purchase  6,000,000  shares of common stock,  no par value with an option price set at
                               85% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(iv)       | *                      | April 15,  2004,  Stock Option  Agreement  with June  Thompson,  granting an option to
                             purchase  6,000,000  shares of common stock,  no par value with an option price set at
                               85% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|99(v)        | *                      | April 15, 2004, Stock Option Agreement with George B. Phillips,  granting an option to
                               purchase  6,000,000  shares of common stock,  no par value with an option price set at
                               85% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(vi)       | *                      | May 12, 2004,  Stock Option  Agreement  with Sandra  Jorgensen,  granting an option to
                               purchase  3,000,000  shares of common stock,  no par value with an option price set at
                               85% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(vii)      | *                      | May 12, 2004, Stock Option Agreement with Ernie Burch,  granting an option to purchase
                               3,000,000  shares of common stock, no par value with an option price set at 85% of the
                               market  price on the date of  exercise.  (Incorporated  herein by  reference  from the
                               10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|99(viii)     | *                      | May 26, 2004,  Stock Option  Agreement  with A Franklin  Adams,  granting an option to
                               purchase  2,000,000  shares of common stock,  no par value with an option price set at
                               85% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(ix)       | *                      | May 26,  2004,  Stock  Option  Agreement  with Ramiro  Trevizo,  granting an option to
                           purchase  20,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|99(x)        | *                      | May 26,  2004,  Stock  Option  Agreement  with June  Thompson,  granting  an option to
      purchase  20,000,000  shares of common stock, no par value with an option price set at
                               85% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|99(xi)       | *                      | May 26, 2004,  Stock Option  Agreement with George B. Phillips,  granting an option to
     purchase  16,000,000  shares of common stock, no par value with an option price set at
                               85% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|99(xii)      | *                      | May 26,  2004,  Stock  Option  Agreement  with Al  Pietrangelo,  granting an option to
                       purchase  15,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|99(xiii)     | *                      | June 3, 2004,  Stock  Option  Agreement  with  Rebecca  Miller,  granting an option to
     purchase  13,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|99(xiv)      | *                      | June 3, 2004, Stock Option Agreement with Ernie Burch,  granting an option to purchase
    14,000,000  shares of common  stock,  no par value with an option  price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|99(xv)       | *                      | June 3, 2004,  Stock Option  Agreement  with Sandra  Jorgensen,  granting an option to
                         purchase  14,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|99(xvi)      | *                      | June 3, 2004,  Stock  Option  Agreement  with  David  Maughan,  granting  an option to
                               purchase  14,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xvii)     | *                      | June 4, 2004,  Stock Option  Agreement  with A Franklin  Adams,  granting an option to
                               purchase  14,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xviii)    | *                      | June 18, 2004,  Stock Option  Agreement with Tim Hall,  granting an option to purchase
                               17,000,000  shares of common  stock,  no par value with an option  price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|99(xix)      | *                      | June 29,  2004,  Stock  Option  Agreement  with  Ernie  Burch,  granting  an option to
                               purchase  24,500,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xx)       | *                      | June 29, 2004, Stock Option  Agreement with George B. Phillips,  granting an option to
                               purchase  13,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxi)      | *                      | June 29,  2004,  Stock  Option  Agreement  with David  Maughan,  granting an option to
                               purchase  24,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxii)     | *                      | June 29, 2004,  Stock Option  Agreement with Sandra  Jorgensen,  granting an option to
                               purchase  5,000,000  shares of common stock,  no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxiii)    | *                      | June 29,  2004,  Stock Option  Agreement  with Al  Pietrangelo,  granting an option to
                               purchase  65,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxiv)     | *                      | June 29, 2004,  Stock Option  Agreement  with  Rebecca  Miller,  granting an option to
                               purchase  14,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxv)      | *                      | June 29, 2004,  Stock Option  Agreement with A Franklin  Adams,  granting an option to
                               purchase  18,500,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxvi)     | *                      | July 1, 2004,  Stock Option  Agreement  with Tim Hall,  granting an option to purchase
                               10,000,000  shares of common  stock,  no par value with an option  price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|99(xxvii)    | *                      | July 2, 2004,  Stock Option  Agreement  with Tim Hall,  granting an option to purchase
                               20,000,000  shares of common  stock,  no par value with an option  price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|99(xxviii)   | *                      | July 3, 2004,  Stock Option  Agreement  with Sandra  Jorgensen,  granting an option to
                               purchase  25,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxix)     | *                      | July 3, 2004,  Stock Option  Agreement  with Tim Hall,  granting an option to purchase
                               20,000,000  shares of common  stock,  no par value with an option  price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|99(xxx)      | *                      | July 5, 2004,  Stock Option  Agreement  with Sandra  Jorgensen,  granting an option to
                               purchase  25,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxxi)     | *                      | July 5, 2004,  Stock Option  Agreement  with Tim Hall,  granting an option to purchase
                               20,000,000  shares of common  stock,  no par value with an option  price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|99(xxxii)    | *                      | July 5,  2004,  Stock  Option  Agreement  with June  Thompson,  granting  an option to
                               purchase  21,000,000  shares of common stock, no par value with an option price set at
                               85% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxxiii)   | *                      | July 5, 2004,  Stock  Option  Agreement  with  Ramiro  Trevizo,  granting an option to
                               purchase  19,500,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxxiv)    | *                      | July 6, 2004,  Stock Option  Agreement  with Sandra  Jorgensen,  granting an option to
                               purchase  25,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|99(xxxv)     | *                      | July 6, 2004,  Stock Option  Agreement  with Tim Hall,  granting an option to purchase
                               20,000,000  shares of common  stock,  no par value with an option  price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|99(xxxvi)    | *                      | July 14, 2004,  Stock Option  Agreement with Sandra  Jorgensen,  granting an option to
                               purchase  28,500,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxxvii)   | *                      | July 14, 2004,  Stock Option  Agreement with Tim Hall,  granting an option to purchase
                               37,000,000  shares of common  stock,  no par value with an option  price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|99(xxxviii)  | *                      | July 20, 2004,  Stock Option  Agreement with A Franklin  Adams,  granting an option to
                               purchase  26,500,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxxix)    | *                      | July 29,  2004,  Stock  Option  Agreement  with David  Maughan,  granting an option to
                               purchase  40,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xxxx)     | *                      | July 29 2004,  Stock  Option  Agreement  with  Ramiro  Trevizo,  granting an option to
                               purchase  40,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xl)       | *                      | July 29, 2004,  Stock Option  Agreement with Tim Hall,  granting an option to purchase
                                42,500,000  shares of common  stock,  no par value with an option price set at 75% of
                                the market price on the date of  exercise.  (Incorporated  herein by  reference  from
                                the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|99(xli)      | *                      | July 30,  2004,  Stock  Option  Agreement  with  Ernie  Burch,  granting  an option to
                               purchase  40,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xlii)     | *                      | August 3, 2004,  Stock Option Agreement with Sandra  Jorgensen,  granting an option to
                               purchase  45,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xliii)    | *                      | August 3, 2004,  Stock Option  Agreement  with Rebecca  Miller,  granting an option to
                               purchase  12,000,000  shares of common stock, no par value with an option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended June 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99(xliv)     | *                      | August 11, 2004,  Stock Option  Agreement with Tim Hall,  granting  option to purchase
                               44,000,000  shares of common  stock,  no par value with an option  price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended September 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|99(xlv)      | *                      | August 24, 2004, Stock Option Agreement with Ernie Burch,  granting option to purchase
                               90,000,000  shares of common  stock,  no par value with the option price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended September 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|99(xlvi)     | *                      | August 24, 2004,  Stock Option  Agreement with Tim Hall,  granting  option to purchase
                               26,000,000  shares of common  stock,  no par value with the option price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended September 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|99(xlvii)    | *                      | August 24, 2004,  Stock Option  Agreement with A Franklin  Adams,  granting  option to
                               purchase  94,000,000 shares of common stock, no par value with the option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended September 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(xlviii)   | *                      | August 24, 2004,  Stock Option  Agreement with Sandra  Jorgensen,  granting  option to
                               purchase  100,000,000  shares of common stock,  no par value with the option price set
                               at 75% of  the  market  price  on  the  date  of  exercise.  (Incorporated  herein  by
                               reference from the 10-QSB for the quarter ended September 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|99(xlix)     | *                      | August 24, 2004,  Stock Option  Agreement with George B. Phillips,  granting option to
                               purchase  61,000,000 shares of common stock, no par value with the option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended September 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(l)        | *                      | August 24,  2004,  Stock Option  Agreement  with Rebecca  Miller,  granting  option to
                               purchase  64,000,000 shares of common stock, no par value with the option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended September 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(li)       | *                      | August 24, 2004,  Stock  Option  Agreement  with Ramiro  Trevizo,  granting  option to
                               purchase  60,000,000 shares of common stock, no par value with the option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended September 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lii)      | *                      | August 24,  2004,  Stock  Option  Agreement  with  Edward  Wells,  granting  option to
                               purchase  120,000,000  shares of common stock,  no par value with the option price set
                               at 75% of  the  market  price  on  the  date  of  exercise.  (Incorporated  herein  by
                               reference from the 10-QSB for the quarter ended September 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|99(liii)     | *                      | September 14, 2004, Stock Option Agreement with Tim Hall,  granting option to purchase
                               100,000,000  shares of common stock,  no par value with the option price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended September 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|99(liv)      | *                      | September 19, 2004, Stock Option Agreement with Tim Hall,  granting option to purchase
                               100,000,000  shares of common stock,  no par value with the option price set at 75% of
                               the market price on the date of exercise.  (Incorporated  herein by reference from the
                               10-QSB for the quarter ended September 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|99(lv)       | *                      | September 19, 2004,  Stock Option  Agreement with Ramiro  Trevizo,  granting option to
                               purchase  51,770,000 shares of common stock, no par value with the option price set at
                               75% of the market  price on the date of  exercise.  (Incorporated  herein by reference
                               from the 10-QSB for the quarter ended September 30, 2004.)                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lvi)      | #                      | November 1, 2004,  Stock  Option  Agreement  with  Rebecca  Miller,  granting  option to
                             purchase  1,350,000  shares of common stock, no par value,  with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lvii)     | #                      | November 1, 2004, Stock Option Agreement with Ernest Burch,  granting option to purchase
                             1,550,000 shares of common stock, no par value,  with the option price set at 75% of the
                             market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|99(lviii)    | #                      | November 1, 2004, Stock Option Agreement with Edward Wells,   granting     option     to
                             purchase  1,550,000  shares of common stock, no par value,  with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lix)      | #                      | November 1, 2004,  Stock Option  Agreement  with Sandra  Jorgensen,  granting  option to
                             purchase 1,550,000 shares of common stock, no par    value,  with the  option  price set
                             at 75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|99(lx)       | #                      | November 1, 2004,  Stock Option  Agreement with A. Franklin  Adams,  granting  option to
                             purchase  1,550,000  shares of common stock, no par value,  with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxi)      | #                      | November 1, 2004,  Stock Option  Agreement with George B. Phillips,  granting  option to
                             purchase  1,350,000  shares of common stock, no par value,  with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxii)     | #                      | November 1, 2004,  Stock  Option  Agreement  with  Ramiro  Trevizo,  granting  option to
                             purchase  1,550,000  shares of common stock, no par value,  with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxiii)    | #                      | November 17, 2004,  Stock Option  Agreement with Tim Hall,  granting  option to purchase
                             14,100,000  shares of common  stock,  no par value,  with the option price set at 75% of
                             the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|99(lxiv)     | #                      | November 17, 2004,  Stock  Option  Agreement  with Ramiro  Trevizo,  granting  option to
                             purchase  13,600,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxv)      | #                      | November 17, 2004,  Stock Option  Agreement with A. Franklin  Adams,  granting option to
                             purchase  13,600,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of  exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|99(lxvi)     | #                      | November 17, 2004,  Stock Option  Agreement  with  Rebecca  Miller,  granting  option to
                             purchase  13,600,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxvii)    | #                      | November  17,  2004,  Stock  Option  Agreement  with Edward  Wells,  granting  option to
                             purchase  13,695,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxviii)   | #                      | November  17,  2004,  Stock  Option  Agreement  with Ernest  Burch,  granting  option to
                             purchase  13,600,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxix)     | #                      | November 17, 2004,  Stock Option  Agreement with George B. Phillips,  granting option to
                             purchase  13,600,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxx)      | #                      | November 30, 2004,  Stock Option  Agreement with Tim Hall,  granting  option to purchase
                             34,500,000  shares of common  stock,  no par value,  with the option price set at 75% of
                             the market price on the date of  exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|99(lxxi)     | #                      | November 30, 2004,  Stock Option  Agreement  with  Rebecca  Miller,  granting  option to
                             purchase  34,000,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxxii)    | #                      | November  30,  2004,  Stock  Option  Agreement  with Ernest  Burch,  granting  option to
                             purchase  34,000,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxxiii)   | #                      | November 30, 2004,  Stock Option  Agreement with George B. Phillips,  granting option to
                             purchase  34,000,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxxiv)    | #                      | November  30,  2004,  Stock  Option  Agreement  with Edward  Wells,  granting  option to
                             purchase  34,000,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxxv)     | #                      | November 30, 2004,  Stock Option  Agreement with Sandra  Jorgensen,  granting  option to
                             purchase  34,000,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of  exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|99(lxxvi)    | #                      | November 30, 2004,  Stock  Option  Agreement  with Ramiro  Trevizo,  granting  option to
                             purchase  34,000,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxxvii)   | #                      | November 30, 2004,  Stock Option  Agreement with A. Franklin  Adams,  granting option to
                             purchase  34,000,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxxviii)  | #                      | December 5, 2004,  Stock Option  Agreement  with Sandra  Jorgensen,  granting  option to
                             purchase  59,740,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxxix)    | #                      | December 7, 2004,  Stock Option  Agreement  with Tim Hall,  granting  option to purchase
                             55,000,000  shares of common  stock,  no par value,  with the option price set at 75% of
                             the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|99(lxxx)     | #                      | December 7, 2004,  Stock Option  Agreement with George B. Phillips,  granting  option to
                             purchase  55,000,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxxxi)    | #                      | December 7, 2004, Stock Option Agreement with Ernest Burch,  granting option to purchase
                             55,000,000  shares of common  stock,  no par value,  with the option price set at 75% of
                             the market price on the date of  exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|99(lxxxii)   | #                      | December 7, 2004,  Stock  Option  Agreement  with  Ramiro  Trevizo,  granting  option to
                             purchase  55,000,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of  exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|99(lxxxiii)  | #                      | December 7, 2004, Stock Option Agreement with Edward Wells,  granting option to purchase
                             55,000,000  shares of common  stock,  no par value,  with the option price set at 75% of
                             the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|99(lxxxiv)   | #                      | December 7, 2004,  Stock Option  Agreement with A. Franklin  Adams,  granting  option to
                             purchase  55,000,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxxxv)    | #                      | December 7, 2004,  Stock Option  Agreement  with Sandra  Jorgensen,  granting  option to
                             purchase  55,000,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxxxvi)   | #                      | December 7, 2004,  Stock  Option  Agreement  with  Rebecca  Miller,  granting  option to
                             purchase  55,000,000  shares of common stock, no par value, with the option price set at
                             75% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxxxvii)  | #                      | December 12, 2004,  Stock Option  Agreement with Tim Hall,  granting  option to purchase
                             100,000,000  shares of common stock,  no par value,  with the option price set at 85% of
                             the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|99(lxxxviii) | #                      | December 12, 2004,  Stock Option  Agreement  with  Rebecca  Miller,  granting  option to
                             purchase  100,000,000 shares of common stock, no par value, with the option price set at
                             85% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(lxxxix)   | #                      | December 12, 2004,  Stock Option  Agreement with Sandra  Jorgensen,  granting  option to
                             purchase  100,000,000 shares of common stock, no par value, with the option price set at
                             85% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(cx)       | #                      | December  12,  2004,  Stock  Option  Agreement  with Ernest  Burch,  granting  option to
                             purchase  100,000,000 shares of common stock, no par value, with the option price set at
                             85% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(cxi)      | #                      | December  12,  2004,  Stock  Option  Agreement  with Edward  Wells,  granting  option to
                             purchase  100,000,000 shares of common stock, no par value, with the option price set at
                             85% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(cxii)     | #                      | December 12, 2004,  Stock Option  Agreement with George B. Phillips,  granting option to
                             purchase  100,000,000 shares of common stock, no par value, with the option price set at
                             85% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(cxiii)    | #                      | December 12, 2004,  Stock  Option  Agreement  with Ramiro  Trevizo,  granting  option to
                             purchase  100,000,000 shares of common stock, no par value, with the option price set at
                             85% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(cxiv)     | #                      | December 13, 2004,  Stock Option  Agreement with A. Franklin  Adams,  granting option to
                             purchase  100,000,000 shares of common stock, no par value, with the option price set at
                             85% of the market price on the date of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(cxv)      | Attached               | Map of State of Chihuahua in the Republic of Mexico.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|99(cxvi)     | Attached               | Plate 1, Local Geology of the mining region.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99(cxvii)    | Attached               | Plate 2, Map of Sierra Madre Occidental Volcanic province.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|99(cxviii)   | Attached as a PDF file | Miller's La Currita Project Report and Summary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|23           | Attached               | Independent Auditors Consent from Jones Simkins, LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31           | Attached               | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to
       Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted
       pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|32           | Attached               | Certification of the Chief Executive Officer and Chief Financial Officer
      pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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